Common use of Legal Proceedings; Orders Clause in Contracts

Legal Proceedings; Orders. (a) Except as set forth on Part 2.18(a) of the Company Disclosure Schedules, there is no pending Legal Proceeding, and (to the Knowledge of the Company) no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Company Entities, or any business of any of the Company Entities, any of the assets owned, leased or used by any of the Company Entities; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other Contemplated Transactions.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Precision Therapeutics Inc.), Agreement and Plan of Merger (Precision Therapeutics Inc.), Agreement and Plan of Merger

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Legal Proceedings; Orders. (a) Except as set forth on Part 2.18(a) in Schedule 2.19 of the Company Disclosure Schedules, there is no pending Legal Proceeding, and (to the Company’s Knowledge of the Company) no Person has threatened in writing to commence any Legal Proceeding: (i) that involves any of the Company EntitiesCompany, or any business of Subsidiary or any of their respective assets or any Person whose liability the Company Entitieshas or may have retained or assumed, any either contractually or by operation of the assets owned, leased or used by any of the Company Entitieslaw; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Quantumsphere, Inc.), Agreement and Plan of Merger (Quantumsphere, Inc.), Amended and Restated Agreement (Quantumsphere, Inc.)

Legal Proceedings; Orders. (a) Except as set forth on Part 2.18(ain Section 2.15(a) of the Company Disclosure SchedulesSchedule, there is no pending Legal ProceedingProceeding and, and (to the Knowledge of the Company) , no Person has threatened in writing to commence any Legal Proceeding: (i) that involves the Company or any of its Subsidiaries, any Company Associate (in his or her capacity as such) or any of the Company Entities, or any business of any of the Company Entities, any of the material assets owned, leased owned or used by any of the Company Entitiesor its Subsidiaries; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other Contemplated Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Synlogic, Inc.), Agreement and Plan of Merger and Reorganization (Mirna Therapeutics, Inc.)

Legal Proceedings; Orders. (a) Except as set forth on Part 2.18(a) of the Company Disclosure Schedules, there There is no pending Legal ProceedingProceeding and, and (to the Knowledge of the Company) , no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Company Entities, Entities or any business of any of the Company Entities, any of the assets owned, leased leased, or used by any of the Company Entities, except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect; or (ii) that that, as of the date hereof, challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger Mergers or any of the other Contemplated Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gulfmark Offshore Inc), Agreement and Plan of Merger (Tidewater Inc)

Legal Proceedings; Orders. (a) Except as set forth on Part 2.18(a) of the Company Disclosure Schedulesin Schedule 2.19(a), there is no pending Legal Proceeding, and (to the Company’s and each Subsidiary’s Knowledge of the Company) no Person has threatened in writing to commence any Legal Proceeding: (i) that involves any of the Company EntitiesCompany, or any business of Subsidiary or any of their respective assets or any Person whose liability the Company Entitiesor a Subsidiary has or may have retained or assumed, any either contractually or by operation of the assets owned, leased or used by any of the Company Entitieslaw; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Xse, LLC), Subscription Agreement (Xhibit Corp.)

Legal Proceedings; Orders. (a) Except as set forth on Part 2.18(a) of the Company Disclosure Schedules, there is no pending Legal Proceeding, and (to the Knowledge of the Company) no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Company EntitiesCompany, or any business of any of the Company EntitiesCompany, any of the assets owned, leased or used by any of the Company EntitiesCompany; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other Contemplated Transactions.

Appears in 2 contracts

Samples: Asset Contribution and Separation Agreement (Alliqua BioMedical, Inc.), Agreement and Plan of Merger (Wireless Ronin Technologies Inc)

Legal Proceedings; Orders. (a) Except as set forth on Part 2.18(ain Section 2.15(a) of the Company Disclosure SchedulesSchedule, as of the date of this Agreement, there is no pending Legal ProceedingProceeding and, and (to the Knowledge of the Company) , no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any Company Associate (in his or her capacity as such) or (C) any of the Company Entities, or any business of any of the Company Entities, any of the material assets owned, leased owned or used by any of the Company EntitiesCompany; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise materially interfering with, the Merger or any of the other Contemplated Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Portage Biotech Inc.), Agreement and Plan of Merger (Vical Inc)

Legal Proceedings; Orders. (a) Except as set forth on Part 2.18(a‎2.18‎(a) of the Company Disclosure Schedules, there is no pending Legal Proceeding, and (to the Knowledge of the Company) no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Company Entities, or any business of any of the Company Entities, any of the assets owned, leased or used by any of the Company Entities; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Broadcast International Inc)

Legal Proceedings; Orders. (a) Except as set forth on Part 2.18(a) 3.18 of the Company Disclosure SchedulesSchedule, there is no Order existing, pending Legal Proceeding, and (and, to the Knowledge of the Company) , no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Company Entities, or any business of any of the Company Entities, any of the assets owned, leased or used by any of the Company Entities; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Creative Realities, Inc.)

Legal Proceedings; Orders. (a) Except as set forth on Part 2.18(a) in Section 2.15 of the Company Disclosure SchedulesSchedule, there is no pending Legal Proceeding, and (to the Knowledge of the Company) no Person has threatened in writing to commence any Legal Proceeding: (i) that involves the Company or any of its Subsidiaries, any Company Associate (in his or her capacity as such) or any of the Company Entities, or any business of any of the Company Entities, any of the material assets owned, leased owned or used by any of the Company Entitiesor its Subsidiaries; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Conatus Pharmaceuticals Inc.)

Legal Proceedings; Orders. (a) Except as set forth on Part 2.18(a2.14(a) of the Company Disclosure SchedulesSchedule, there is no pending Legal Proceeding, and (and, to the Knowledge of the Company) , no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) any Company Associate (in his or her capacity as such) or (C) any of the Company Entities, or any business of any of the Company Entities, any of the material assets owned, leased owned or used by any of the Company Entitiesand that is material to the Company or its business; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger Transaction or any of the other Contemplated Transactions.

Appears in 1 contract

Samples: Share Purchase Agreement (Carbylan Therapeutics, Inc.)

Legal Proceedings; Orders. (a) Except as set forth on in Part 2.18(a2.22(a) of the Company Disclosure SchedulesSchedule, there is no pending Legal Proceeding, and (to the Knowledge knowledge of the Company) no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations, any Company Entities, Associate (in his or any business of any of the Company Entities, her capacity as such) or any of the assets owned, leased owned or used by any of the Company EntitiesAcquired Corporations; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other Contemplated Transactions. The Legal Proceedings identified in Part 2.22(a) of the Disclosure Schedule have not had and could not reasonably be expected to have or result in a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rae Systems Inc)

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Legal Proceedings; Orders. (a) Except as set forth on in Part 2.18(a) 2.22 of the Company Disclosure SchedulesSchedule, there is no pending Legal Proceeding, and (to the Company’s Knowledge of the Company) no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Company Entities, or any business of any of the Company Entities, any of the assets owned, leased owned or used by any of the Company Entitiesor any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Broadsoft Inc)

Legal Proceedings; Orders. (a) Except as set forth on Part 2.18(a2.19(a) of the Company Disclosure Schedules, there is no pending Legal Proceeding, and (to the Knowledge of the Company) no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Company Entities, or any business of any of the Company Entities, any of the assets owned, leased or used by any of the Company Entities; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger Share Exchange or any of the other Contemplated Transactions.

Appears in 1 contract

Samples: Share Exchange Agreement (Skyline Medical Inc.)

Legal Proceedings; Orders. (a) Except as set forth on Part 2.18(a2.17(a) of the Company Disclosure Schedules, there is no pending Legal Proceeding, and (and, to the Knowledge of the Company) , no Person such Legal Proceeding has threatened to commence any Legal Proceedingbeen threatened: (i) that involves any of the Company Entities, or any business of any of the Company Entities, any of the assets owned, leased or used by any of the Company Entities; or (ii) that challenges, or that may have has the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Western Capital Resources, Inc.)

Legal Proceedings; Orders. (a) Except as set forth on in Part 2.18(a2.22(a) of the Company Disclosure SchedulesSchedule, there is no pending Legal Proceeding, and (to the Knowledge knowledge of the Company) no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations, any Company Entities, Associate (in his or any business of any of the Company Entities, her capacity as such) or any of the assets owned, leased owned or used by any of the Company EntitiesAcquired Corporations; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other Contemplated Transactions. The Legal Proceedings identified in Part 2.22(a) of the Company Disclosure Schedule have not had and could not reasonably be expected to have or result in a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rae Systems Inc)

Legal Proceedings; Orders. (a) Except as set forth on in Part 2.18(a) 2.19 of the Company Disclosure SchedulesSchedule, there is no pending Legal Proceeding, and (to the Knowledge of the Company) no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Company Entities, Acquired Corporations or any business of any of the Company Entities, any of the assets owned, leased owned or used by any of the Company EntitiesAcquired Corporations or any Person whose liability the Acquired Corporations has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other Contemplated Transactions.other

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Pharmaceutical Product Development Inc)

Legal Proceedings; Orders. (a) Except as set forth on in Part 2.18(a) 3.8 of the Company Disclosure SchedulesSchedule, there is no pending Legal ProceedingProceeding and, and (to the Knowledge knowledge of the Company) , no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Company EntitiesAcquiring Companies, or any business of any of the Company Entities, Acquiring Companies or any of the assets owned, leased or used by any of the Company EntitiesAcquiring Companies; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger Acquisition or any of the Transactions, in each case as a claimant, defendant or in any other Contemplated Transactionscapacity.

Appears in 1 contract

Samples: Share Exchange Agreement (GBS Inc.)

Legal Proceedings; Orders. (a) Except as set forth on Part 2.18(a3.21(a) of the Company Disclosure SchedulesSchedule, there is no pending Legal Proceeding, and (to the Knowledge of the Company) no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Company EntitiesCompany, or any business of any of the Company EntitiesCompany, any of the assets owned, leased or used by any of the Company EntitiesCompany; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Raven Industries Inc)

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